Net Assets Below Half of the Share Capital

If your company's net assets have fallen below half of the share capital, you now have a legal obligation with a deadline and a sanction: restoring the net assets by the end of the following financial year. Law 239/2025, in force since 18 December 2025, turned a situation tolerated for years into one punishable with fines from RON 10,000 to 200,000, and up to RON 300,000 where the mandatory loan-to-equity conversion applies.

What net assets below half the share capital means

Net assets are the difference between the company's total assets and total liabilities, as shown in the balance sheet. When accumulated losses push them below half of the subscribed share capital, the company falls under article 153 index 24 of the Romanian Companies Law 31/1990. The check is simple, on the figures of the latest balance sheet: compare the net assets with half of the share capital.

Your obligations since December 2025

• -restoring the net assets by the end of the financial year following the one in which the shortfall was recorded, under a fine of RON 10,000 to 200,000; sanctions apply from 2027, based on the financial statements starting with 31 December 2025;
• -a ban on repaying loans to shareholders or affiliates while the net assets remain below half of the capital; breaching it triggers the joint liability of the company and its shareholders for budgetary obligations, within the limit of the repaid loan;
• -a ban on distributing dividends, including interim dividends, before the net assets are restored, after setting up the legal reserves and covering the carried-forward loss;
• -companies with net assets below half of the capital and debts towards shareholders, which do not comply within 2 years, must convert the loans into share capital, under a fine of RON 40,000 to 300,000, applicable from 2027.

How the loan-to-equity conversion works

A simple numerical example. A company has share capital of RON 5,000, net assets of RON 2,000 and shareholder loans of RON 10,000. The threshold of half the capital is RON 2,500, so the net assets are RON 500 below it. The minimum conversion needed is RON 1,000 of loan into capital: the capital becomes RON 6,000, the net assets RON 3,000, exactly half, and the remaining loan RON 9,000.

The conversion must observe the preference rights of the other shareholders. The situation becomes sensitive when only a minority shareholder financed the company, because a full conversion would change the shareholding structure. The operation must be structured legally well before the deadline, not in the final month.

Also watch the minimum share capital

The same law introduced a minimum share capital of RON 500 for newly incorporated limited liability companies and RON 5,000 for existing ones with a net turnover above RON 400,000, with an increase deadline of 18 December 2027. Once increased, the capital can no longer drop below RON 5,000, even if turnover later falls under the threshold. Failure to comply can lead to dissolution at the request of any interested person.

Common mistakes by directors

• -repaying shareholder loans before restoring the net assets, risking joint liability for budgetary obligations;
• -distributing dividends without covering the carried-forward loss;
• -postponing the analysis until the deadline, when few options remain;
• -ignoring the issue because sanctions only apply from 2027; the obligation already exists, and the 31 December 2025 balance sheet counts.

Conclusion

Net assets below half of the share capital are no longer an ignored line in the balance sheet, but an obligation with a deadline, fines of up to RON 300,000 and joint liability. Whoever analyses the situation now has every option on the table. Whoever waits for 2027 will choose under pressure.

A legal structuring done in time makes the difference between a controlled operation and a sanction with personal liability.